ABSTRACT African Americans represent only 14% of the population, but account for 44% of all new HIV infections reported yearly. The situation is particularly grave for Black/African American young men who have sex with men (AAYMSM), with seroprevalence rates of 19% for ages 15-22 and 26% for ages 23-29 among AAYMSM. These health outcomes are influenced by important social and structural factors, including violence and victimization, homophobia, discrimination, institutional racism, and economic and social marginalization. These experiences are significantly associated with illicit drug use, alcohol misuse, transactional sex work, and HIV risk behaviors. In response to this crisis, we are proposing to create a new theoretically driven, youth- centered intervention designed to build the capacity of AAYMSM to overcome these barriers to health. With this revised R34 application, we propose to further refine and pilot test an intervention, called Young Men's Adult Identity Mentoring (YM-AIM). Adapted from an existing CDC Diffusing Effective Behavioral Intervention, YM-AIM is a theory-driven, group-level intervention designed to help AAYMSM develop a healthy vision for their future (or ?possible future self?) by defining a set of short- and long-term goals in the areas of education, health, family and intimate relationships. We propose to further strengthen and refine YM-AIM by adding a youth mentoring/support component, called Youth Initiated Mentoring (YIM). YIM uses a positive youth development framework to: a) build social capital to achieve immediate and long-term goals, b) build social support, c) identify and engage natural mentors in one's networks to address structural barriers, and d) develop relationships with supportive adults. We will integrate these two models into a single intervention called Y2Prevent. We will then work to further adapt, tailor, and evaluate Y2Prevent as an intervention to reduce illicit drug use and HIV/STI risk among AAYMSM. This intervention will emphasize: a) biomedical HIV prevention strategies for primary prevention, b) HIV/STI testing and treatment referral, c) drug screening and treatment referral, and d) positive youth development and future planning. We will conduct formative research to inform the adaptation/tailoring followed by a piloting of the new intervention to assess the feasibility, acceptability, and the preliminary efficacy. Our proposed positive youth development and resilience theory provide a strong, innovative framework for examining how AAYMSM with significant exposure to syndemic health and social disparities respond to engagement with prevention and treatment resources. The proposed intervention is intended to promote resilience, build social skills and assets among AAYMSM to help them recognize and overcome individual, social and structural barriers leading to risk, and adopt and maintain protective behaviors, such as safer sex, PrEP/PEP use, HIV/STI testing and healthcare utilization. The findings will inform the development of an R01 application that will propose a larger-scale, multi-city efficacy trail in a subsequent R01 application.